Terms of use

1. Welcome to Replete Finance

Our most cordial greetings and welcome to Replete Finance, an open-source website-hosted software platform operated by the [Replete Foundation] (the "Replete Finance" or "DAO"). These Terms of Use ("Terms") govern your access to and use of both the Replete.fi website (referred to as or "Site") and App.replete.fi interface (referred to as the “Interface") collectively referred to as the "Services." The Services are brought to you by Replete Finance ("we," "us," or "our") a decentralized, community-governed protocol deployed on public blockchain networks and systems.

Replete.fi and its subdomains provide information and resources about the decentralized non-custodial liquidity protocol called Replete Finance, comprised of open-source self-executing smart contracts that are deployed on various permissionless public blockchains, such as Ethereum or Arbitrum (the "Replete Protocol" or the "Protocol"), as well as access points to independent front-end Interface providing one of the available applications through which users, via their self-custodial wallets, interact with the Replete Protocol.

Please note that these Terms are subject to mandatory arbitration. You agree that any disputes relating to the Services will be resolved by mandatory binding individual arbitration and that you waive any right to a trial by jury or to participate in a class-action lawsuit or class-wide arbitration.

By accessing, browsing, using our Services, various websites, including, without limitation, Replete.fi and App.replete.fi (and any respective subdomains); applications, and other services that link to these Terms, as well as any information, text, links, graphics, video or other materials stored, whether accessed to the site or otherwise, you signify that you have read, understand, and agree to be bound by these Terms in their entirety and other policies referenced herein (collectively, the "Agreement"). If you do not agree, you are not authorized to access nor use the Services.

This information, nor any information

2. Modification of Terms

We may change, update or modify the Services, the Agreement, and any part of the Terms at any time, for any reason, at our sole discretion. Once any part of the Agreement is updated and in effect, you will be bound by the Terms, and your continued access and use of the Service serves as confirmation of your acceptance of those modification. We may, at any time, and without liability to you, modify or discontinue all or part of the Services (including access to the Services via any third-party links). If you do not agree with any modifications to these Terms, you must immediately stop accessing and using the Services.

3. Eligibility

To access or use the Services, Interface or any aspect related to Replete Finance, you must be able to form a legally binding contract. Accordingly, you represent that you are at least the age of majority in your jurisdiction and have the full right, power, and authority to enter into and comply with the Terms on behalf of yourself and any company or legal entity for which you may access or use the Services.

You represent that your access and use of the Services will fully comply with all applicable laws and regulations, and that you will not access or use the Services to conduct, promote, or otherwise facilitate any illegal activity. Furthermore you represent that you are not subject of economic or trade sanctions enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties. Additionally, you are not a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions such as Myanmar, Côte D'Ivoire, Cuba, Crimea and Sevastopol, the so-called Donetsk People’s Republic, Democratic Republic of Congo, Iran, Iraq, Libya, the so-called Luhansk People’s Republic, Mali, Nicaragua, Democratic People’s Republic of Korea (North Korea), Somalia, Sudan, Syria, Yemen, Zimbabwe or any other country to which Canada, the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions.

Our Interface are NOT offered to persons or entities who reside in, are citizens of, are incorporated in, or have a registered office in the United States of America or any Prohibited Localities. If you are a Restricted Person, then do not attempt to access or use the Interface.

We make no representations or warranties that the information, products, or services provided through our Interface, are appropriate for access or use in other jurisdictions. You are not permitted to access or use our Interface in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction or if it would subject us to the laws of, or any registration requirement with, such jurisdiction. While the Interface does not custody or hold any assets of users, rendering Replete Finance incapable of “blocking” assets, we reserve the right to limit the availability of our Interface to any person, geographic area, or jurisdiction, at any time and at our sole and absolute discretion. We are under no obligation to make restrictions, or the rationale underlying such restrictions, public.

You must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition.

4. About the Services

Services

Replete Finance is an informational resource about the Protocol; however, it is not the exclusive or sole source. All information provided in connection with your access and use of the Services is intended for informational purposes only. While we strive to provide accurate and reliable information, we cannot guarantee the accuracy, completeness, or timeliness of the information provided. It is possible that the information may be outdated or subject to errors or omissions. You should not take, or refrain from taking, any action based on any information contained on Replete.fi or any sub-domain including, without limitation, the docs.replete.fi or any other information that we make available at any time, including blog posts, data, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such site or resource.

Online platform, your assets

You acknowledge and agree that Replete Finance is an online platform provider and not a broker-dealer or a Lender. It is important to understand that neither we nor any affiliated entity is a party to any transaction on the blockchain networks underlying the Replete Protocol; we do not have possession, custody or control over any digital assets, or any user’s funds. You understand that when you interact with Replete Protocol, you retain control over your digital assets.

Assets in your custody

Users use third-party self-custodial wallets to interact with the Replete Protocol; we have no control or guarantee over the wallets. To interact with the Replete Protocol using the Interface, you will need to connect and engage with it through your self-custodial wallet. It is essential to understand that your self-custodial wallet is provided by a third-party entity and is generally governed by separate terms and conditions set by the respective third-party service provider. These terms and conditions may involve additional fees, disclaimers, or risk warnings regarding the accuracy and reliance on the provided information. Reviewing and comprehending the terms and conditions associated with your chosen self-custodial wallet provider to ensure compliance and to be aware of any applicable charges or risks is your sole responsibility.

No intermediaries in transaction

We are not intermediaries to the Replete Protocol transactions. Due to the non-custodial and decentralized nature of the technology, we are not intermediaries, agents, advisors, or custodians, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you affect when using our Services. By using the Services, you acknowledge and agree that we are not responsible for the operation of the blockchain-based software and networks underlying the Protocol, that there exists no guarantee of the functionality, security, or availability of that software and networks, and that the underlying blockchain-based networks are subject to sudden changes in operating rules.

Publicly on blockchains

We have no information about all Protocol transactions beyond what is publicly available via the blockchain. The Protocol is deployed on multiple blockchain-based networks, and we are not responsible for the operation nor information of such networks. You acknowledge that we do not have information regarding all Replete Protocol transactions beyond what is available or obtainable publicly via the blockchain.

Blockchain fees

Transactions using blockchains may require the payment of gas fees, which are essentially network transaction fees paid on every transaction that occurs on the selected blockchain network. Please note that gas fees are non-refundable. We do not provide any services to users or deliver, hold, and/or receive payment for digital assets.

Liquidation

Borrowers may lose some or all of their collateral in certain circumstances, including if their collateral value does not properly cover their loan/debt value. Upon Liquidation, Borrowers may also incur a penalty fee. Users may seek out loans that are eligible for Liquidation and pay back part of the debt owed in exchange for receiving discounted collateral.

Communication

You may elect to receive notifications or other communications from Replete Finance in connection with the Services. If you elect receive communications in connection with your positions, you agree and acknowledge that Replete Finance is under no obligation to send any emails or communicate with you regarding such positions and that Replete DAO will not be responsible or liable to you for any loss and takes no responsibility for and will not be liable to you for in the case of failure of such email or communication.

No solicitation

You acknowledge and comprehend that any transfers, pools, staking, or other transactions you undertake using transaction data supplied by the Site are deemed unsolicited. This signifies that you have not received any investment guidance in relation to such actions, and that we do not conduct a suitability assessment for any such transaction.

No investment advice

You agree and understand that the information provided by the Site is solely for informational purposes and should not be interpreted as investment advice. It is your sole responsibility to assess whether any investment, investment strategy, or associated transaction aligns with your individual investment goals, financial situation, and risk tolerance. We do not provide investment recommendations on the viability of any investment transaction or opportunity and neither do we invite you to deal in digital assets.

Assumptions of Risk

Nascent technology

You assume the risks of engaging in novel and experimental technology. Technologies such as smart contracts on various blockchains, cryptographic tokens generated by the smart contracts, and other nascent software, applications, and systems that interact with blockchain-based networks are experimental, speculative, inherently risky, and subject to change. Among other risks, bugs, malfunctions, cyberattacks, or changes to the applicable blockchain could disrupt these technologies and even result in a total loss of digital assets, their market value, or digital funds. We assume no liability or responsibility for any such risks. If you are not comfortable assuming these risks, you should not access or engage in transactions using blockchain-based technology. You recognize and assume the risk of potential loss of some or all of the value of your digital assets.

Third-party liability

We are not liable nor responsible for the content or services of any third-party, including, without limitation, any network or apps like Telegram, Twitter, Discord or MetaMask, and we make no representations regarding the content or accuracy of any third-party services or materials. The use and access of any third-party products or services, including through the Services, are at your own risk. Please note that we do not have control over third-party services. Consequently, we cannot guarantee, endorse, or recommend such content or services to users of the Interface, nor can we endorse their use for any specific purpose.

Automated immutable smart contracts

You acknowledge and agree that all transactions accessed through the blockchain-based networks will be automatically processed using one or more smart contracts. By engaging in transactions using the Services, you acknowledge and consent to the automatic processing of all transactions in connection with using the Services, whether collection or disbursement of proceeds or something else. You further acknowledge and agree that the applicable smart contract will dictate how the funds of a transaction and ownership of digital assets are distributed.

Risks of using the Services

You acknowledge and bear sole responsibility for evaluating the Services and risks before using them, and all transactions on the blockchain are irreversible, final, and without refunds. The Services may be disabled, disrupted, or adversely impacted as a result of sophisticated cyber-attacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things. We disclaim any ongoing obligation to notify you of all the potential risks of using and accessing our Services. You agree to accept these risks and agree that you will not seek to hold any Replete Finance stakeholder Indemnified Party responsible for any consequent losses.

Responsibility of your self-custodial wallet

You understand and agree that you are solely responsible for maintaining the security of your self-custodial wallet. You alone are responsible for securing your private keys. We do not have access to your private keys. Any unauthorized access to your self-custodial wallet by third parties could result in the loss or theft of any digital asset or funds held in your account and any associated accounts. You understand and agree that we have no involvement in, and you will not hold us responsible for managing and maintaining the security of your self-custodial wallet. The private key associated with the self-custodial wallet address from which you transfer digital assets or the private key associated is the only private key that can control the digital assets you transfer into the smart contracts.

Right to restrict access

You agree that we have the right to restrict your access to the Services via any technically available methods if we suspect, in our sole discretion, that you are not Eligible to use the Interface or Services.

Risk of accessibility

As a condition to accessing or using the Services, you acknowledge, understand, and agree that from time to time, the Services may be inaccessible or inoperable for any reason, including, but not limited to equipment malfunctions, periodic maintenance procedures or repairs, causes beyond our control or that we could not reasonably foresee, disruptions and temporary or permanent unavailability of underlying blockchain infrastructure or unavailability of third-party service providers or external partners for any reason.

You acknowledge and agree that you will access and use the Services at your own risk. You should not engage in blockchain-based transactions unless it is suitable given your circumstances and financial resources. By using the Services, you represent that you have been, are, and will be solely responsible for conducting your own due diligence into the risks of a transaction and the underlying smart contracts and digital assets.

Risk of taxation

You are responsible for your taxes and duties. Users bear sole responsibility for paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with their use of the Services and/or payable as a result of using and/or exploiting any digital assets and interacting with smart contracts. Blockchain-based transactions are novel, and their tax treatment is uncertain.

6. Proprietary Rights

Replete Finance and its related entities own all intellectual property and other rights in the Services and its contents, including (but not limited to) software, text, images, trademarks, service marks, copyrights, patents, and designs. The Replete Protocol is comprised of source-available software running on public distributed blockchains.

Replete Finance reserves the rights to modify, substitute, eliminate, add, disable, delete, remove any and all content pertaining to the Services. Use of or access to the Services does not grant you any ownership or other rights therein.

7. Prohibited Activities

You may only use the Services if you comply with this Agreement (including, without limitation, these Terms), applicable third-party policies, and all applicable laws, rules, regulations, and related guidance. The following activities are prohibited:

Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.

Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.

Activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another, and impersonating any person or entity or otherwise misrepresenting your affiliation with a person or entity.

The use of any means, including masking your IP address or using a proxy IP address or virtual private network, to bypass or circumvent any security and/or compliance measures taken by Interoperability with respect to Services access.

Violate any applicable federal, state, local, national, or international law, or any regulations having the force of law, including any laws or regulations concerning the integrity of trading markets (e.g., manipulative tactics commonly known as spoofing and wash trading) or trading of securities or derivatives and furthering or promoting any criminal activity or enterprise or providing instructional information about illegal activities.

You agree and acknowledge that if you use the Services to engage in conduct prohibited by applicable law, we permanently reserve the right to completely or partially restrict or revoke your access to the Services, either completely or for a period of time, at our sole discretion. We reserve the right to amend, rectify, edit, or otherwise alter transaction data to remediate or mitigate any damage caused either to us or to any other person as a result of a user’s violation of this Agreement or applicable law.

We reserve the right to investigate and prosecute any suspected breaches of this Agreement, including the Terms. We may disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request.

8. Warranty Disclaimer

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. WE AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (COLLECTIVELY, THE “REPLETE FINANCE INDEMNIFIED PARTIES”) MAKE NO GUARANTEES OF ANY KIND IN CONNECTION WITH THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE REPLETE FINANCE INDEMNIFIED PARTIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR:

THE SERVICES BEING ACCURATE, COMPLETE, CURRENT, RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. INFORMATION (INCLUDING, WITHOUT LIMITATION, THE VALUE OR OUTCOME OF ANY TRANSACTION) AVAILABLE THROUGH THE SERVICE IS PROVIDED FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE RELIED UPON OR USED AS THE SOLE BASIS FOR MAKING DECISIONS. ANY RELIANCE ON THE SERVICES IS AT YOUR OWN RISK.

INJURY OR DAMAGE RESULTING FROM THE SERVICES. FOR EXAMPLE, YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES MAY CONTAIN AUDIO-VISUAL EFFECTS, STROBE LIGHTS, OR OTHER MATERIALS THAT MAY AFFECT YOUR PHYSICAL SENSES AND/OR PHYSICAL CONDITION. FURTHER, YOU EXPRESSLY ACKNOWLEDGE THAT THE REPLETE FINANCE INDEMNIFIED PARTIES ARE NOT RESPONSIBLE FOR LOSS OR DAMAGE CAUSED BY ANOTHER USER’S CONDUCT, UNAUTHORIZED ACTORS, OR ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES.

VIRUSES, WORMS, TROJAN HORSES, TIME BOMBS, CANCEL BOTS, SPIDERS, MALWARE, OR OTHER TYPE OF MALICIOUS CODE THAT MAY BE USED IN ANY WAY TO AFFECT THE FUNCTIONALITY OR OPERATION OF THE SERVICES.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY REPLETE FINANCE INDEMNIFIED PARTY BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

  • THE SERVICES OR YOUR INABILITY TO USE OR ACCESS THE SERVICES;

  • MISUSE OF THE SERVICES (INCLUDING WITHOUT LIMITATION, UNAUTHORIZED ACCESS OF THE SERVICES);

  • ANY USER CONDUCT ON THE SERVICES;

  • TERMINATION, SUSPENSION OR RESTRICTION OF ACCESS TO ANY THE SERVICES.

IN ADDITION TO THE FOREGOING, NO REPLETE FINANCE INDEMNIFIED PARTY SHALL BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY:

  • USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUCTED SMART CONTRACTS OR OTHER TRANSACTIONS;

  • SERVER FAILURE OR DATA LOSS;

  • THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF THE BLOCKCHAIN, ANY COMPUTER OR CRYPTOASSET NETWORK (INCLUDING ANY WALLET PROVIDER), INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING, OR CYBERSECURITY BREACHES;

  • ANY CHANGE IN VALUE OF ANY CRYPTOASSET;

  • ANY CHANGE IN LAW, REGULATION, OR POLICY;

  • EVENTS OF FORCE MAJEURE;

  • ANY THIRD PARTY.

THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE REPLETE FINANCE INDEMNIFIED PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.

IN NO EVENT WILL THE REPLETE FINANCE INDEMNIFIED PARTIES’ CUMULATIVE LIABILITY TO YOU OR ANY OTHER USER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED FIFTY U.S. DOLLARS (U.S. $50.00).

UNDER NO CIRCUMSTANCES SHALL ANY REPLETE FINANCE INDEMNIFIED PARTY BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, MAKE SPECIFIC PERFORMANCE, OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY DURING THE PERIOD BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain warranties and liabilities provided in this section; accordingly, some of the above limitations and disclaimers may not apply to you. To the extent applicable law does not permit Replete Finance Indemnified Parties to disclaim certain warranties or limit certain liabilities, the extent of Replete Finance Indemnified Parties’ liability and the scope of any such warranties will be as permitted under applicable law.

10. Indemnification

You agree to indemnify, defend, and hold harmless the Replete Finance Indemnified Parties from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:

  1. Your breach or alleged breach of the Agreement (including, without limitation, these Terms);

  2. Anything you contribute to the Services;

  3. Your misuse of the Services, or any smart contract and/or script related thereto

  4. Your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities;

  5. Your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right;

  6. Your use of a third-party product, service, and/or website;

  7. Any misrepresentation made by you.

We reserve the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not in any event settle any claim without our prior written consent.

11. Dispute Resolution

The terms of this Section shall apply to all Disputes between you and Replete DAO. For the purposes of this Section, “Dispute” shall mean any dispute, claim, or action between you and Replete Finance arising under or relating to your access or use of the Services, these Terms, or any other transaction involving you and Replete Finance, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law.

Prior to commencing any legal proceeding against us of any kind in any jurisdiction, including an arbitration as set forth below, you will attempt to resolve the Dispute in good faith negotiations.

Such good faith negotiations require, at a minimum, that you provide us with a written notice via email to specify the nature and details of the Dispute. We shall have thirty (30) days to respond to the notice. Within sixty (60) days after you sent the initial notice, the parties shall meet and confer in good faith by videoconference, or by telephone, to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after you sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below.

Agreement to Arbitrage

You and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution.

The place of arbitration shall be the British Virgin Islands. The language of the arbitration shall be English. The arbitrator(s) shall have experience adjudicating matters involving Internet technology, software applications, financial transactions, and, ideally, blockchain technology. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” subsection of these Terms as to the types and amounts of damages for which a party may be held liable. The prevailing party will be entitled to an award of their reasonable attorney’s fees and costs.

You agree that this arbitration provision applies not just to disputes with Replete Finance but also to disputes with any other party named or added as a co-defendant along with Replete Finance at any time during a court action. Any such co-defendant or defendant is a third-party beneficiary entitled to enforce this arbitration provision.

You agree to keep any arbitration strictly confidential.

YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND WE OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.

Changes

By rejecting any changes to these Terms, you agree that you will arbitrate any Dispute between you and us in accordance with the provisions of this section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

12. Waiver of Injunctive or Other Equitable Relief

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF THE SERVICES, OR ANY OTHER WEBSITE, APPLICATION, CONTENT, SUBMISSION, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY ANY REPLETE FINANCE INDEMNIFIED PARTY.

13. Termination; Cancellation

This Agreement is effective unless and until terminated by either you or us. You may terminate your Agreement with us at any time by ceasing all access to the Services. If, in our sole judgment, you fail, or we suspect that you have failed, to comply with any term or provision of the Agreement (including without limitation any provision of these Terms), we reserve the right to terminate our Agreement with you and deny you access to the Services. We further reserve the right to restrict your access to the Services or to stop providing you with all or a part of the Services at any time and for no reason, including, without limitation, if we reasonably believe: (a) your use of the Services exposes us to risk or liability; (b) you are using the Services for unlawful purposes; or (c) it is not commercially viable to continue providing you with our Services. All of these are in addition to any other rights and remedies that may be available to us, whether in equity or at law, all of which we expressly reserve.

WE RESERVE THE RIGHT TO MODIFY THE SERVICES AT ANY TIME, BUT WE HAVE NO OBLIGATION TO UPDATE THE SERVICES. YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO MONITOR CHANGES TO THE SERVICES THAT MAY AFFECT YOU. YOU AGREE THAT WE MAY REMOVE THE SERVICES AND/OR ANY CONTENT THEREON FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.

14. Severability

If any provision of the Agreement (including, without limitation, these Terms) is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from the Agreement. Such determination shall not affect the validity and enforceability of any other remaining provisions.

15. Assignment

The Agreement (including, without limitation, these Terms) may be assigned without your prior consent to any Replete Finance Indemnified Party, or to its successors in the interest of any business associated with the Services provided by us. You may not assign or transfer any rights or obligations under the Agreement without our prior written consent.

16. Entire Agreement

The Agreement (including, without limitation, these Terms, and the Privacy Policy) and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms). Any failure by us to exercise or enforce any right or provision of the Agreement (including, without limitation, these Terms) shall not constitute a waiver of such right or provision.

17. Governing Law

All actions arising out of the Terms of this Agreement or relating to the Terms of this Agreement shall be governed by the laws of Panama. These Terms and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Panama.

18. Contact Us

You may contact us with questions about your use of the Services at info@replete.fi.

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